8-Sample Agreement 2026.pdf

SERVICES AGREEMENT

between

The Council on Aging of Southwestern Ohio and

XXXXXXXXX

Dates: XXXXXXXXX through XXXXXXXXXX

SECTION #

DESCRIPTION

BEGINNING

PAGE

Section 1 INTRODUCTION 2

Section 2 GENERAL REQUIREMENTS FOR PROVIDERS 2

Section 3 REIMBURSEMENT FOR SERVICES PROVIDED 4

Section 4 RECORDS AND DOCUMENTATION 5

Section 5 INDEMNIFICATIONS 6

Section 6 APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS, & ESTABLISHED GUIDELINES

Section 7 DEBARMENT AND SUSPENSION 8

Section 8 INSURANCE 8

Section 9 PQMs 9

Section 10 TERM/TERMINATION 10

Section 11 ASSIGNABILITY/AMENDMENTS 11

Section 12 CONFIDENTIALITY/PROPRIETARY RIGHTS 11

Section 13 MEDIA, PUBLIC RELATIONS, AND OUTREACH 12

Section 14 DISPUTE RESOLUTION 12

Section 15 EMERGENCY PREPAREDNESS 13

Section 16 MISCELLANEOUS 14

Section 17 PRIORITY OF DOCUMENTS 15

EXHIBITS

Exhibit A: ESP Conditions of Participation & ESP Service

Specifications

Exhibit B: Rate Schedule and Service Zones

Exhibit C: Business Associates Agreement

Exhibit D: RFP and any Addenda

Exhibit E: Transportation Services

Exhibit F: The Older Americans Act of 1965, Title III Provisions

20775257v3

SECTION 1 INTRODUCTION

THIS AGREEMENT (“Agreement”) is entered into effective XXXXXXXXXX by and between

XXXXX, hereinafter referred to as the (“Provider”), and Council on Aging of Southwestern Ohio, or its wholly owned subsidiary, home52, collectively hereinafter referred to as (“COA”). The Purpose of this Agreement is to define the terms and conditions under which the Provider shall provide

Services (as hereinafter defined) for the Elderly Services Program (“ESP”), FastTrack Home

(“FTH”), Title III, home52, or pursuant to an RFP. COA and Provider shall each be referred to herein as a “Party” and collectively the “Parties”.

WHEREAS, Provider and COA entered into an agreement on [DATE], (the “Prior Agreement”), for the Services.

WHEREAS, Provider and COA desire to amend and restate the Prior Agreement to better reflect the current relationship of the Parties.

WHEREAS, this Agreement is not intended to negate, terminate, supersede or otherwise relieve either Party from any requirements, obligations, or liability under the Prior Agreement that occurred prior to the execution of this Agreement.

NOW THEREFORE, in consideration of the benefits to be derived by the Parties hereto, the receipt and sufficiency of which is hereby acknowledged, the Provider and COA agree as follows:

SECTION 2 GENERAL REQUIREMENTS FOR PROVIDERS

A. SERVICES. Services shall at all times be performed in a manner consistent with all relevant professional standards and the provisions of this Agreement. Provider shall provide only the Services, in the applicable Service Zones (as defined in Exhibit B) for which it is certified and as delineated on the applicable Exhibit attached hereto and made a part hereof, and in compliance with any additional terms and conditions attached hereto which may include:

1. Exhibit A: ESP Conditions of Participation & ESP Service Specifications

2. Exhibit B: Rate Schedule and Service Zones (if applicable)

3. Exhibit C: Business Associates Agreement

4. Exhibit D: RFP and any Addenda

5. Exhibit E: Transportation Services

6. Exhibit F: The Older Americans Act of 1965, Title III Provisions

Collectively, Exhibit A, B, D, E, and F shall be referred to as the “Service Exhibits”. Provider shall not discontinue servicing any Service or zone (if applicable) listed on Exhibit B without providing notice in accordance with the Termination requirements in Section 10, or without COA’s prior approval.

COA reserves the right, in its sole discretion, to expand and/or refresh the Provider’s network of

Services in any or all categories of Service, to include the addition of categories or subcategories, or to meet geographic needs, by the issuance of additional RFP(s) or by other means, if it is deemed to be in the best interest of the clients. COA intends to review and assess this need at least annually.

B. PROVIDER REQUIREMENTS.

1. Provider represents that it is, and shall remain during the term hereof, a lawful business organization (for profit or not-for-profit) registered to do business in Ohio and in good standing under the laws of the State of Ohio. For any Provider who is registered as a non-profit the

Provider will supply COA’s Provider Services department with the name and contact information for the Provider’s Board President. Provider shall notify COA’s Provider Services department of any new staff members that fulfill the role of President, Executive Director, Program Administrator, Accounting officer, or any other new officers who are responsible for major decisions and/or the financial obligations of the Provider. These notifications must be sent within (5) business days of the change and should be sent to:

provider_services@help4seniors.org

2. Provider acknowledges that providing Services under this Agreement is dependent on Provider meeting certain technology and computer related standards and requirements. Therefore, the

Provider agrees to cooperate fully with COA to implement any technology changes within a reasonable time, as determined by COA, after notification of change is provided. Provider shall promptly, upon receipt of invoice from COA, make payment for any connectivity or Service fees, or other fees related to any technology updates or changes requested by COA for Provider to perform under this Agreement.

3. Provider shall complete the required background checks as outlined in the Conditions of

Participation and Service Specifications, including background checks on any Executive

Director, Program Administrator, Accounting officer, or any other officer responsible for major decisions and/or the financial obligations of the Provider.

4. Provider represents and warrants that: (i) it shall provide Services in a professional, knowledgeable and workmanlike manner, in accordance with generally recognized industry standards for similar services and in accordance with all applicable laws (ii) the Services shall confirm in all material respects with the specifications and will be performed to COA’s satisfaction, and (iii) it shall devote adequate resources to meet its obligations contained herein.

Furthermore, Provider represents that it is, and shall remain during the term hereof, a lawful business organization (for profit or not-for-profit) registered to do business in Ohio and in good standing under the laws of the State of Ohio.

5. SPECIAL CONDITIONS PROVIDERS. Providers agree to the following special conditions required;

• To attend meetings as requested by COA.

• Menus of all meals served under this Agreement must be approved by COA’s dietitian or other qualified licensed personnel.

• Provider assures that where state or local public jurisdictions require licensure for the provision of Services, the Provider will be licensed or will meet the requirements for licensure.

• Provider will ensure that no information about, or obtained from, an individual and in its possession will be disclosed in a form identifiable with an individual without the informed consent of the individual. Lists of older adults compiled for any purposes contained herein, will be used solely for the purpose of providing the Services, and only with the informed consent of each individual on such list.

• Provider will notify COA and the Client in writing of the anticipated last day of Service to a Client in a care-coordination program no later than thirty (30) business days before the anticipated last day of Service unless the reason for discontinuing the Service is hospitalization, institutionalization, or death of the Client; serious risk to the health or safety of the Provider; the Client’s decision to discontinue the Service; or a similar reason why the provider is unable to notify COA thirty (30) days before the anticipated last day of Services. The Provider shall also notify the Client how he or she may reach a long-term care ombudsman.

C. Assistance.

1. Upon declaration of a disaster, pandemic, or other emergency by the President, Governor, County

Board of Commissioners (“County”), and/or COA, the Provider will cooperate with COA to assess the extent of the impact upon Clients and to coordinate the public and private resources in the field of aging in order to assist older disaster victims.

SECTION 3 REIMBURSEMENT FOR SERVICES PROVIDED

A. COMPENSATION/INVOICE FORMATTING. Provider shall only be reimbursed in accordance with

Exhibit B and any reimbursement and invoicing procedures in the applicable Service Exhibits attached hereto. Provider must use the identified program Provider Billing Portal to invoice COA for the Services provided. All invoices must be submitted monthly, or as otherwise requested by COA and in the approved

COA format, and may only include Services that have been approved or that are listed in Exhibit B. COA will pay all invoices within sixty (60) days via Electronic Funds Transfer (EFT) unless stated otherwise in Exhibit B.

B. INVOICE REFUSAL/OFFSET.

1. COA may withhold payment if, in its sole discretion: (i) the conditions of this Agreement have not been met, (ii) if there is a discrepancy in the Provider invoice, (iii) an audit shows an overpayment was made to Provider: (iv) Provider submits an invoice with the incorrect billing code, or (v) there are any other invoice discrepancies or disputes. Should a Provider feel that any of its invoices were rejected in error, the Provider must provide notice to COA within ten

(10) days of its invoice being rejected.

2. COA shall have the right to offset any amounts due to COA from any payments due to Provider under approved invoices. In the event Provider is paid for Services not allowable under the terms of the Agreement, or Provider is overpaid for Services, the amount of overpayment may be deducted from future payments or reimbursements to Provider. If the amount of future payment or reimbursement is insufficient to cover this obligation, or if final payment to Provider under this Agreement already has been made, then Provider shall refund the outstanding amount to COA within ten (10) business days after receipt of written demand.

3. COA shall have the right to refuse to process Provider invoices if invoices are not received within seventy-five (75) days after the end of the month in which Provider delivered the

Services. The Payment & Billing Schedule can be found on the COA website here:

https://www.help4seniors.org/Service-providers/billing. In the event there is a circumstance that would delay the Provider from sending COA it’s invoice in a timely manner, Provider shall inform COA of the delay as soon as possible. In the event the Provider feels that its invoice was rejected in error, the Provider must notify COA within ten (10) days of its invoice being rejected providing the reasons why its invoice was not provided in a timely manner and provide a plan of action for how it will provide timely invoices in the future. COA will render a final non-appealable decision within ten (10) days after receipt of a Provider notice of a rejected invoice.

4. In the event this Agreement is terminated, Provider will be reimbursed for billable Services delivered up to the date of termination, and properly invoiced, if the Provider bills for the

Services within thirty (30) days from the date of Service delivery, and the Services were provided in accordance with the terms of this Agreement and the Applicable Service Exhibits.

C. USE OF COMPENSATION. Provider agrees and understands that COA is providing compensation under this Agreement for the provision of the Services hereunder, and compensation shall not be used for financing political campaigns, engaging in litigation against COA or the State of Ohio or any other impermissible purpose.

SECTION 4 MAINTENANCE OF RECORDS, AUDIT AND MONITORING

DOCUMENTATION

A. Provider shall maintain records of all Services provided under this Agreement and provide immediate access to all records upon request of COA or its designee for audit purposes until the later of a period of five (5) years from the date of termination, or as provided in the Service Exhibits.

B. AUDITS. Provider shall ensure that all necessary records, including but not limited to accounting records, written policies and procedures, subcontract files, original estimates, records and accounting practices, correspondence and any other records or documents related to this Agreement and the applicable Exhibits, are maintained to be able to fully disclose the extent of Services provided under this Agreement. Provider shall, upon request, make available to COA, the County Board of

Commissioners, any applicable governmental agency or any of their duly authorized representatives for the review, audit and inspection of their independent books, records, payroll, accounting procedures and practices, and documents which sufficiently and properly document and reflect all direct and indirect costs of any nature expended in operating the ESP.

1. If during an audit, COA determines there has been an overpayment to Provider, COA, at its sole discretion, may require payment in full, establish a repayment plan for the Provider and may offset funds from future payments due to Provider, or COA may hold earned/billed funds in escrow until an audit is complete.

2. In the event COA determines during an audit that Provider used deceptive means to obtain an overpayment. COA may immediately terminate this Agreement and Provider shall return the full amount of any overpayment of funds within ten (10) business dates after receipt of such notice.

For purposes of this paragraph, “deceptive” means knowingly deceiving another, or causing another to be deceived, by fake or misleading representation, by withholding information, by preventing another from acquiring information, or by any other act, conduct, or omission which creates, confirms, or perpetuates a fake impression in another, including a fake impression as to law, value, state of mind, or other objective or subjective fact.

3. During the audit, COA may choose to extrapolate from the total Services paid for, an amount due based on a random sample and apply the sample to the full volume of Services paid for by COA to determine if there has been an overpayment. If the Provider requests a larger review beyond the random sample, the costs of the extended audit will be paid in full by the Provider.

C. PERIODIC MONITORING. Provider may be monitored periodically by a COA representative(s) and

Provider will permit access for such monitoring at all reasonable times. The monitoring will be to determine whether Provider’s activities are being carried out as specified by and in accordance with this Agreement and the applicable Service Exhibits. Monitoring activities may include, but are not limited to, on-site observation, inspection, interviews of staff and Clients, and review of Provider employee and fiscal records related to the Services provided under this Agreement and any other procedures, plans, documents, and records which are directly pertinent to this Agreement. Specific monitoring methods and information to be requested may be discussed with Provider, although COA reserves the right to make final determination of the methods to be used and the information, pursuant to this Agreement, to be collected. Adequate measures will be taken by COA to ensure that records of a confidential nature will not be compromised. If, in the sole judgment of COA, Provider is found to be in violation of this section or unable to carry out its provisions, COA, at its option, may suspend or terminate this Agreement.

1. COA's Contract Audit Team will perform a comprehensive compliance and financial review of all applicable documentation. Provider shall cooperate fully with any review. The timing of the review performed shall be at the discretion of COA.

2. Provider agrees to be bound by the results of the review and agrees to accept responsibility for receiving, replying to, and resolving (as soon as possible), any compliance issues discovered during any review.

SECTION 5 INDEMNIFICATION AND LIMITATION OF LIABILITY

A. INDEMNIFICATION. Provider, at its own expense, shall indemnify, defend, and hold harmless

COA and the County and its officers, directors, trustees, employees, agents, affiliates, successors, and permitted assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and costs of enforcing any right to indemnification under this Agreement, and the cost of pursing any insurance providers, relating to or resulting from:

(i) Provider’s breach or non-fulfillment of any representation, warranty, or covenant set forth in this

Agreement; (ii) any negligent or culpable act or omission of Provider, its personnel or contractors in connection with the performance of its obligations under this Agreement; (iii) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Provider, its personnel or contractors; or (iv) any failure by Provider to comply with any applicable federal, state, or local laws, regulations. This Section shall survive the termination and expiration of the Agreement. Nothing contained herein shall prevent or limit COA or the County, State or other governmental agency from participating in its own defense at the expense of

Provider.

B. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE

LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR

CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF OR RELATED TO THIS

AGREEMENT OR THE SERVICES, HOWEVER CAUSES, WHETHER ARISING UNDER A

THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,

INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS

INFORMATION OR ANY OTHER PECUNIARY LOSS, EVEN IF SUCH A PARTY WAS

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the maximum extent permitted by applicable law, COA’s maximum liability, including any legal shall not exceed the cost of the Services provided by Provider under this Agreement in a twelve (12) month period.

SECTION 6 APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS

AND ESTABLISHED GUIDELINES

A. Provider shall conform to the requirements of all applicable federal, state and local laws, regulations, and established guidelines of the County and ESP including but not limited to the following, as may be amended from time to time:

1. Scope of Service provided by the State of Ohio;

2. Civil Rights Act of 1964, as Amended;

3. Section 504 of the Rehabilitation Act of 1973, as Amended;

4. Older Americans Act of 1965, as Amended;

5. Federal Fair Labor Standards Act of 1938 (FLSA), as Amended, including but not limited to the provisions of FLSA relating to payment for travel time; payment for all hours worked and payment of the minimum wage and overtime;

6. Age Discrimination Act of 1975, as Amended;

7. Age Discrimination in Employment Act of 1967, as Amended;

8. Americans with Disabilities Act of 1990;

9. State and local health, fire, safety, zoning, and sanitation codes;

10. Drug-Free Workplace Act of 1988;

11. Federal, state, and local regulations regarding taxes, unemployment, and workers compensation;

12. Health Insurance Portability and Accountability Act (“HIPAA”);

13. Family Medical Leave Act (“FMLA”); and

14. Uniformed Services Employment and Reemployment Rights Act (“USERRA”).

B. Further, Provider agrees to comply with all applicable federal and state confidentiality laws, and all other regulations applicable to the program(s) under which this Agreement is funded, the Ohio

Revised Code, and the regulations and administrative procedures of COA and County.

C. Provider at its sole cost shall conduct criminal background checks as required within the Service

Exhibits

D. Provider shall comply with all state and federal laws prohibiting discrimination in employment. This includes discrimination based on race, religion, national origin, color, sex, sexual orientation, age, disability, or Veteran status. Provider agrees to post in conspicuous places, notices stating that Provider shall comply with all applicable federal and state non-discrimination laws. Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants shall receive consideration for employment without regard to race, religion, national origin, ancestry, color, gender, age, disability or military status.

E. Provider shall incorporate the foregoing requirements in all Subcontracts for work performed as part of this agreement.

SECTION 7 DEBARMENT AND SUSPENSION

Provider certifies that neither it nor its principals are, or at any time during the term of this Agreement are or will be, debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Agreement by any state or federal department or agency. The term

‘principal’ for purposes of this Agreement is defined as an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, including a consultant or other person who occupies a technical or professional position capable of substantially influencing the control or operations of the Provider’s business. Provider shall notify COA immediately in the event it becomes aware of any such actual or proposed debarment, suspension, ineligibility, or voluntary exclusion. Failure to provide such notice shall constitute material breach of this Agreement.

To the extent neither prohibited by the law nor violative of applicable privilege, Provider agrees to provide notice to COA immediately by emailing Provider_Services@help4seniors.org, and shall provide follow-up information reasonably requested by COA regarding the nature, circumstances, and disposition of: (a) the result of any litigation brought against Provider or any of its employees, that is related to the provision of Services; (b) the result of any investigation initiated by any government agency or program against or involving Provider or any of its employees that does or could materially impact and/or adversely affect Provider’s licensure, or certification to participate in Medicare, Medicaid, or other Government Programs; (c) any change in the ownership or management of Provider other than a change in officers; and (d) any material changes in Services provided by Provider or licensure status related to such Services that has a material impact on the delivery of Services under this Agreement. Provider agrees to use best efforts to provide COA with prior notice of any actions taken by Provider described in this Section.

SECTION 8 INSURANCE

Provider, at Provider’s sole cost and expense, agrees to carry and maintain in full force, the following types and amounts of insurance, with no interruption of coverage during the entire term of this

Agreement and for two years after the expiration or termination of this Agreement. All insurance must cover the acts or omissions of both paid employees and volunteers working for Provider and Provider shall require the same amount of insurance from all subcontractors utilized under this Agreement. All insurance must be through a carrier with a financial rating of A or better by A.M.’s Best’s rating

Services or equivalent. Provider agrees to ensure insurance requirements are in place at the start of the term of this Agreement and shall be sent to COA’s Procurement and Provider Services Department by emailing it to Provider_Services@help4seniors.org.

1. Comprehensive general liability insurance at a minimum of $1,000,000 per occurrence and

$2,000,000 annual aggregate. Provider further agrees that in the event its comprehensive general or professional liability policy is maintained on a “claims made” basis, and in the event that this

Agreement is terminated, Provider shall continue such policy in effect for the period of any statute or statutes of limitation applicable to claims thereby insured, notwithstanding the termination of this Agreement.

2. Third Party Fidelity or similar insurance covering Client loss due to theft of Client’s property or money by any employee or volunteer of Provider.

3. Commercial automobile liability insurance, covering all vehicles that are used or operated by

Provider to deliver Service(s) with coverage against claims for property damage, bodily injury, mental anguish and/or death in the amount of not less than $1,000,000 per occurrence if providing Transportation Services.

4. Provider shall provide evidence of Workers Compensation insurance, including Statutory

Coverages for the state(s) in which you are providing Services, and Employers Liability of

$1,000,000. The Provider shall provide all necessary unemployment and workers’ compensation insurance for the Provider’s employees and shall provide the State with a

Certificate of Insurance evidencing such coverage prior to starting work under the contract.

5. Provider of health care s ervices, social work/counseling, and nutritional consultation, shall carry and maintain professional liability insurance insuring Provider and such professionals against any and all claims, actions, causes, costs, and expenses relating to or arising out of the performance of Services under this Agreement, on an occurrence basis, or claims made with appropriate tail coverage. The minimum amount of coverage shall be $2,000,000 for each incident and $2,000,000 annual aggregate.

6. Sexual Abuse & Molestation Liability Insurance should be included in the amount of not less than $1,000,000 for the following services: home delivered meals, home care assistance, transportation, independent living assistance, supportive services, and adult day services.

7. Umbrella/Excess Liability Insurance coverage should be included in the amount of not less than $1,000,000 for all services.

8. A fidelity bond covering all individuals authorized by the Provider to collect and/or disburse funds shall furnish COA with a Certificate of Insurance evidencing Provider’s liability insurance meets the proper requirements.

9. All insurance certificates shall name “Council on Aging of Southwestern Ohio” as an additional insured on a primary and noncontributory basis, including Products/Completed

Operations, and shall include a provision that requires written notice to COA at least thirty

(30) calendar days in advance of any change, cancellation, or non-renewal of coverage.

Cancellation or non-renewal of required insurance or not furnishing COA with evidence of required insurance coverage, shall be grounds to terminate this Agreement.

10. Provider waives all rights of subrogation against COA for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein.

SECTION 9 PQMS

During the term of this Agreement COA may adopt provider quality measures (“PQMs”) designed to ensure that all providers are meeting expected quality performance standards based on satisfaction surveys from Clients. Any PQMs adopted shall be applicable to all providers providing Services through contracts with COA. COA reserves the right to unilaterally modify the Agreement, upon written notice to the Provider, to implement PQMs adopted by COA after the date of this Agreement.

Provider’s performance, as measured by PQMs, may be used by COA in determining Provider’s eligibility to participate in COA’s “Request for Services” system, and the failure of Provider to meet minimum PQMs may be used by COA as grounds for imposing sanctions on Provider.

SECTION 10 TERM/TERMINATION

This Agreement shall be effective as of the date of execution and shall remain in effect, through the date of termination as provided on the applicable Service Exhibits or Statement of Work, unless amended or terminated by one or more of the Parties. This Agreement may be renewed or extended upon the mutual written agreement of Provider and COA.

COA may at any time during the term of the Agreement, with or without cause terminate this

Agreement by giving thirty (30) days’ notice. Provider may at any time during the term of this

Agreement, with or without cause terminate this Agreement by giving ninety (90) days’ notice in writing.

If, in the sole opinion of COA, the Provider has materially breached any of the terms of this

Agreement, COA shall deliver to Provider written notice detailing the nature of the breach. If Provider has not cured or made arrangements satisfactory to COA to cure the breach within ten (10) working days of receipt of the written notice thereof, COA, at its sole discretion, may suspend or terminate this Agreement immediately upon written notice to Provider. COA may terminate this Agreement immediately, in the event COA determines in its sole discretion, that the Provider has committed an incurable breach, which may include but is not limited to, neglect, misconduct, fraud, misappropriation, embezzlement, violation of any of the provisions of this Agreement, or due to a funding decline.

Provider shall not notify Clients being Serviced by Provider for COA of the termination of this

Agreement without COA’s prior written consent. Provider will assist care managers with transition of Clients to another contracted COA providers as requested by COA. COA, or the agency under contract to administer Care Management for COA, reserves the right to disenroll Clients from

Services by Provider at any time within its sole discretion which shall not be deemed a breach of this

Agreement by COA.

In the event funds to finance this Agreement, or part of this Agreement, become unavailable, the

Parties will make best efforts to provide twenty (20) days written notice to the other Party prior to termination. COA shall be final authority as to the availability of funds.

SECTION 11 ASSIGNABILITY/AMENDMENTS

This Agreement may not be amended or assigned except through a written instrument signed by both

Parties. It is agreed, however, that any amendments to laws, rules, or regulations cited herein, or the scope of Services provided by the State of Ohio, will result in the correlative modification of this

Agreement, without the necessity for executing a written amendment.

In the event Provider is undergoing a change in control or is purchasing another provider with an existing agreement with COA, Provider shall provide written notice to COA at least ninety (90) days prior to the effective date of such transaction. A change of control shall mean the sale of more than fifty percent (50%) of the Provider’s equity, a change in a majority of the Provider’s management, or both. COA reserves the right to not approve any assignment of this Agreement by Provider if in COA’s sole discretion. COA may require the amendment of this Agreement prior to the approval of any assignment. Provider must notify COA prior to notifying Clients (being Serviced by Provider, for

COA under this Agreement) of such transaction. Provider will assist care managers with transition of

Clients to another contracted COA Provider as necessary.

Provider shall not subcontract any of the Services it provides under this Agreement and the applicable Service Exhibits, without COA’s written approval. In the event that Provider subcontracts any of its obligations hereunder, Provider shall not be released from said obligations and Provider shall remain directly liable to COA for compliance with all of the terms of this

Agreement and full performance of all of Provider’s obligations hereunder as, and when the same are due.

SECTION 12 CONFIDENTIALITY/ PROPRIETARY RIGHTS

A. CONFIDENTIALITY. The Parties agree and acknowledge that the information provided by one or both Parties may be considered confidential or proprietary under the laws of the State of Ohio or under federal law. Each Party agrees that it shall not use any information, systems, or records made available by the other Party for any purpose other than to fulfill the obligations specified herein. The

Parties specifically agree to comply with all state and federal confidentiality laws and regulations applicable to the programs under which the applicable Service Exhibits is funded. Confidential information may be shared only with and among those contracted or subcontracted to provide

Services under this Agreement and only for the purpose of fulfilling the requirements of this

Agreement. In the event Provider discloses Confidential Information to its subcontractors, employees, agents and others, Provider shall be responsible for their compliance with the provisions of this

Agreement.

B. CLIENT INFORMATION. Provider will ensure that no information about, or obtained from, an individual Client will be disclosed in any identifiable form with any person who is not a party to this

Agreement without the informed consent of the individual Client. Lists of individuals compiled due to the Services will be used solely for the purpose of providing social Services, and only with the informed consent of each individual on such list.

C. PROPRIETARY RIGHTS. COA will hold all right, title, and interest in and to any intellectual property, including but not limited to copyrights, patents, technology, and trade secrets arising from the performance by the Provider of its obligations under this Agreement, whether developed by the

Provider or COA, including any derivatives, improvements or modifications, and Provider hereby irrevocably transfers, conveys and assigns to COA all of its right, title and interest therein so that all ownership will be owned exclusively by COA.

D. COA IP. Any and all intellectual property, confidential or proprietary trade secrets of COA

(hereinafter “COA IP”) are and shall remain the property of COA at all times during this Agreement and thereafter. Such COA IP includes but is not limited to pricing information, strategic information and/or Service delivery methodology or systems. Provider shall not disclose any COA IP to third parties, without the express written consent of COA, and Provider agrees to indemnify, defend and hold harmless COA against losses or damages as a result of any unauthorized use or disclosure of COA IP.

SECTION 13 MEDIA, PUBLIC RELATIONS, AND OUTREACH

Provider shall collaborate with COA to help ensure that media relations, public information, and outreach related to this Agreement, and the Services provided hereunder are mutually beneficial to the

Provider and COA.

If contacted by the media about this Agreement, Provider agrees to notify the COA Communications

Manager (communicationsteam@help4seniors.org) in lieu of responding immediately to media queries. Except where COA approval has been granted in writing, the Provider will not seek to publicize and will not release or announce any information related to or regarding the Agreement award, terms and conditions, scope of work, or provide any government-furnished documents. Any outreach campaigns, social media postings, or other media relations, shall be coordinated with the

COA Communications Director prior to planning or publishing such campaigns.

COA shall approve all program information, and whether in print or electronic format, all program information shall include at a minimum, the COA Agency Partner logo and a statement that the program is administered by Council on Aging of Southwestern Ohio. Formats for such information include, but are not limited to brochures, annual reports, news releases, media interviews, and web site content. The COA Agency Partner logo can be downloaded from the

COA website, www.help4seniors.org, under Service Provider Information. Or, upon request to the

Communications Manager, COA will furnish Provider with logo in electronic format.

If Provider has a web site that includes content about the Services provided by this Agreement, Provider shall establish and maintain a link from the COA section to the COA website, www.help4seniors.org.

SECTION 14 DISPUTE RESOLUTION

Any dispute will be resolved in accordance with the following:

A. NEGOTIATION. Within 60 days following delivery of a notice of a dispute from one Party to the other Party, the representatives of each Party with requisite settlement authority will meet and negotiate in good faith to resolve such dispute.

B. MEDIATION. If a dispute cannot be settled by direct negotiations within 60 days following delivery of a notice of such dispute, any Party may initiate mandatory, non-binding mediation hereunder by giving the other Party a notice of mediation. The mediator will be jointly appointed by the Parties;

either Party may propose a qualified mediator subject to the other Party’s consent, such consent not to be unreasonably withheld, conditioned or delayed. If the Parties are unable to agree upon a mediator, each Party will identify a neutral third party and those identified neutral third parties will jointly select a mediator. The mediation will be conducted in Hamilton County, Ohio, unless otherwise agreed to by the Parties. All costs and expenses of the mediator will be shared equally by the Parties and each Party shall be responsible for its own attorneys’ fees. Each Party will be represented by one or more senior representatives who will have authority to resolve any Disputes.

SECTION 15 EMERGENCY PREPARDNESS

Provider shall have a plan in place to ensure its continuity of operations in the event of an emergency or other contingencies, including but not limited to weather related situations and provide COA a copy of its plan upon reasonable request. The Provider shall notify COA immediately if the Provider is unable to provide Services for which they are contracted and/or provide emergency response support as requested. This includes, but is not limited to, closing for the day for weather-related reasons. Providers will report information to COA immediately if they believe a situation is developing that may severely impact their operational capacity or place Clients at risk and/or upon request of COA or emergency management officials. The provider will notify COA immediately if the Provider has information about changes to Client needs during an emergency.

An “emergency” is defined as an event or series of events that places the operational capacity of

COA at risk and/or significantly disrupts Client Services or places Clients at risk. When such events occur, COA at its discretion, may activate a Continuity of Operations Plan (“COOP”) in a form to be determined in the sole discretion of COA, and will coordinate efforts with its entire provider network in developing a response strategy and will also serve as the primary liaison to the local emergency management officials on behalf of the agency network. Providers are therefore expected to cooperate with these efforts and make their resources available to respond in an emergency. COA’s

COOP for responding to emergencies may be activated at the discretion of the CEO and/or the Senior Leadership Team if any of the following circumstances apply:

• Operational capacity has been or is likely to be impacted for more than 72 hours;

• Client Services have been or are likely to be disrupted for more than 24 hours;

• Clients are or are likely to be at risk;

• The magnitude of the event requires significant mobilization of resources;

• A weather alert or warning is issued by the National Weather Service and COA deems it necessary to prepare for weather which will significantly impact Client Services and business operations.

The Provider will deploy available resources to aid in the response effort even if the activity is outside the normal course of operations. This may include:

a. Not closing operations, and standing ready to step up operations and Services;

b. Providing Services beyond the Provider’s traditional territory;

c. Deploying the Provider’s resources in different ways to include the provider’s facility(s), equipment, staff, and resources (e.g., using the senior center as emergency shelter/housing).

Provider shall notify COA of any and all major incidents that impact the Provider and/or any Client served pursuant to this Agreement. The notification shall be phoned or e-mailed to COA’s provider

Services department at provider_services@help4seniors.org immediately, within one hour after the

Provider becomes aware of the incident or the alert. Provider agrees to furnish upon request of COA any reports relating to such incidents and alerts and to cooperate with COA and/or its authorized representatives in any investigation of any major unusual incident.

SECTION 16 MISCELLANEOUS

A. CONFLICT OF INTEREST. Provider agrees that it will not enter into any agreements or arrangements that would be in direct conflict with this Agreement or any of the attached Exhibits or incorporated policies.

B. RELATIONSHIP OF THE PARTIES. This Agreement shall not be construed to represent the creation of an employment agency, partnership, or joint venture agreement between the Parties. It is mutually understood and agreed that Provider is and shall at all times be an independent contractor.

Provider is not an agent or employee of COA by virtue of this Agreement.

C. WAIVER OF BREACH. The waiver of any breach of this Agreement shall not be construed to be a continuing waiver of or consent to any subsequent breach or default on the part of either Party to this

Agreement.

D. SEVERABILITY. If any provision of the Agreement is held to be unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect.

E. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to any conflicts of laws provision. Provider and COA each submit to the exclusive venue and jurisdiction in the courts in Hamilton County, Ohio for any dispute arising out of or relating to this Agreement.

F. IN KIND CONTRIBUTION. Provider shall not make any monetary, material or “in kind” contribution of any nature to COA or any COA staff member, manager, trustee, officer or agent.

COA reserves the right to announce to the general public and media: award of the Agreement, Agreement terms and conditions, scope of work under the Agreement, deliverables and results obtained under the Agreement, impact of Agreement activities, and assessment of Providers’ performance under the Agreement.

G. NON-DISPARAGEMENT. For the purposes of this section, “disparage” shall mean any negative statement, whether written or oral, about the other Party. COA desires to resolve all complaints and disputes to the mutual satisfaction of all Parties and has procedures in place for complaints and disputes to be addressed and resolved. As a part of this Agreement, Provider affirms that neither it nor any of its officers, employees, or board members will publicly criticize, disparage, or defame COA, or its products, Services, policies, officers, employees, or board members, with any written or oral statement or image, including, but not limited to, any statements made via websites, blogs, and postings to the internet, or email. This non-disparagement clause does not limit the Provider or any of its officers, employees or board members, the right to make statements to any government or law enforcement agency regarding criminal wrongdoing. Also, as a part of this Agreement, COA affirms that neither it nor any of its officers, employees, or board members will publicly criticize, disparage, or defame Provider, or its products, Services, policies, officers, employees, or board members, with any written or oral statement or image including, but not limited to, any statements made via websites, blogs, postings to the internet, or email.

This non-disparagement clause does not limit COA or any of its officers, employees, or board members the right to make statements to any government or law enforcement agency regarding criminal wrongdoing.

H. SURVIVAL. All provisions in this Agreement that by their terms must be performed after termination or expiration of this Agreement (e.g., records retention, auditing requirements, etc.) shall survive such termination or expiration.

I. NOTICE. Whenever, under this Agreement, notice is required to be given, it shall be in writing and shall be emailed immediately to provider_services@help4seniors.org, and hand-delivered or sent via

United States Certified Mail or an overnight express carrier, postage prepaid, return receipt requested, to the Party to receive the notice at:

If to COA: Suzanne Burke, Chief Executive Officer

Council on Aging of Southwestern Ohio

4601 Malsbary Road

Blue Ash, Ohio 45242

If to Provider : NAME, TITLE

ORGANIZATION

ADDRESS

CITY, STATE, ZIP CODE

Provider shall provide prompt written notice to COA in the event: (i) it undergoes a change of ownership, loses key employees, (ii) changes its contact information, (iii) it suspects or undergoes a security incident, (iv) it loses or undergoes a change in its licensing, (v) is late on a payment or defaults on any of its loans, (vi) any liens are filed against Provider, (vii) it incurs any financial challenges including not meeting payroll, tax delinquency, significantly high amount of payables over 120 days.

SECTION 17 PRIORITY OF DOCUMENTS

The Agreement, the RFP, all attachments, the Conditions of Participation, the Service

Specifications, and other documents referenced therein shall be read so as to complement each other. However, in the event of a conflict requiring interpretation of the documents, the order of precedence shall be as follows:

1. This Agreement

2. The RFP and all attachments and addenda

3. The Provider’s proposal and any clarifications

This Agreement together with the Exhibits constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all prior Agreements and understandings, whether written or oral.

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures.

PROVIDER:

By: Date:

Signatory Name, Title

COA: Council on Aging of Southwestern Ohio

By: Date:

Suzanne Burke, Chief Executive Officer

EXHIBIT E

Transportation Services

Background: Transportation access is a social determinant of health for many vulnerable populations including seniors and individuals with disabilities. home52 provides transportation coordination to serve and support seniors, our most vulnerable population. By providing coordination services, home52 hopes to have a positive impact on health outcomes. By utilizing a transportation management system (TMS), home52 can coordinate transportation so that clients of the Hamilton County Elderly Services Program can receive transportation services directly from third party transportation providers, such as Provider, for the lowest cost that meets the customer’s needs. Through the TMS, Provider (and other third-party transportation providers) will be offered trips that Provider can ultimately accept or reject.

COA contracts with Hamilton County to provide a range of services to clients of the Hamilton County Elderly Services Program. home52, LLC. is a subsidiary of COA. home52 will provide transportation coordination services and contracts directly with Providers to provide transportation for clients of the Hamilton County Elderly Services Program to assist with medical transportation and other transportation as authorized.

Transportation coordination aims to reduce no-show rates for medical providers and reduce Urgent Care visits, 9-1-1 calls and emergency room trips. Coordination will assist customers with scheduling same day rides to support continuity of care and provide additional ride support like door-to-door or through-the-door assistance if needed. Coordination aims to reduce deadhead miles for Provider, allowing Provider to transport customers in proximity and potentially increase opportunities for additional business. home52’s transportation coordination service has measurable benchmarks and reporting requirements to determine if we are making an impact on access to transportation and improved health outcomes.

home52 will use the TMS from time to time in an attempt to coordinate services between a customer that has transportation needs and Provider. Provider will have the ability through the TMS to decide on a case-by-case basis whether Provider is available and desires to provide transportation services to such customer. Provider acknowledges and agrees that home52 only coordinates such services and that home52 coordinates such services with other transportation providers. Accordingly, nothing in this Agreement requires home52 to contact Provider in home52’s transportation coordination efforts.

Section 1- General Requirements for Transportation Providers A. Provider shall provide only the services for which it is certified and as delineated on Exhibit B the Rate Schedule and Service Zones.

B. Provider shall provide the services listed in the service zones specified and at the reimbursement rate indicated in Exhibit B. Provider shall not, without prior written approval from home52, discontinue providing services or discontinue zone(s).

C. Provider acknowledges that home52 utilizes NovusMed TripSpark Transportation Management System (TMS).

Provider agrees that Provider is financially responsible for the cost of the NovusMed TripSpark license(s) for each device to be used by dedicated and/or non-dedicated vehicles used by Provider in performance of its obligations under this

Agreement. The current license fee is $750 annually, subject to changes made by TripSpark during the contract period

(should this fee change during the contract period, home52 will notify providers as soon as possible). Provider must pay this fee directly to home52 on an annual or monthly basis, as preferred by Provider.

D. Provider shall assume toward home52 all obligations and responsibilities that COA assumes under Resolution

#51, Agreement between the Board of County Commissioners of Hamilton County, Ohio and The Council on Aging of

Southwestern Ohio “Underlying Contract”. home52 shall have the benefit of all rights, remedies, and redress against

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